Amended Securities Registration (section 12(b)) (8-a12b/a)
05 Febbraio 2021 - 10:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE
SECURITIES EXCHANGE ACT OF 1934
GEMINI THERAPEUTICS, INC.
(Exact Name of Registrant as Specified
in Its Charter)
Delaware
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85-1612845
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(State of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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300 One Kendall Square, 3rd
Floor
Cambridge, MA
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02139
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(Address of Principal Executive Offices)
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(Zip Code)
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If this form relates to the registration
of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or
(e), please check the following box. ☒
If this form relates to the registration
of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or
(e), please check the following box. ☐
If this form relates to the registration
of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement
file number to which this form relates: Registration No. 333-249785
(If applicable)
Securities to be registered pursuant
to Section 12(g) of the Act:
N/A
Explanatory
Note
Gemini
Therapeutics, Inc. (f/k/a FS Development Corp.) (the “Company”) hereby amends the registration statement on Form 8-A
(Registration No. 333-249785) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on
August 10, 2020.
Item 1. Description
of Registrant’s Securities to be Registered.
This
registration statement relates to the registration with the SEC of shares of common stock, par value $0.0001 per share (“Common
Stock”), of the Company.
Prior
to February 5, 2021, the Company had two classes of common stock: Class A common stock, par value $0.0001 per share (“Class
A common stock”), and Class B common stock, par value $0.0001 per share (“Class B common stock”). On February
3, 2021, the Company’s stockholders approved, and on February 5, 2021, the Company effected, a merger of FSG Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) with and into Gemini Therapeutics
Sub, Inc., a Delaware corporation (f/k/a Gemini Therapeutics, Inc., “Gemini”), with Gemini surviving the merger as
a wholly owned subsidiary of the Company (the “Business Combination”). In connection with the Business Combination,
(i) all of the Class B common stock converted into Class A common stock on a one-for-one basis, (ii) the Company’s amended
and restated certificate of incorporation was amended and restated to, among other things, effect the reclassification of all of
the Class A common stock and Class B common stock into a single class of common stock, and (iii) the Company’s board of directors
approved the amendment and restatement of the Company’s bylaws.
The
description of the common stock registered hereunder and related rights is set forth under the heading “Description of
Securities after the Business Combination” beginning on page 198 of the Company’s definitive proxy
statement/prospectus filed pursuant to Rule 424(b)(3) (the “Proxy Statement”) filed by the Company with the SEC
on January 19, 2021 (Registration No. 333-249785) and is
incorporated herein by reference. The description of the common stock is qualified in its entirety by reference to the
Company’s second amended and restated certification of incorporation and the Company’s amended and restated
bylaws, which are filed as Exhibits 3.1 and 3.2 hereto and incorporated herein by reference.
Item 2. Exhibits.
The
following exhibits are being filed as a part of this registration statement or are incorporated herein by reference:
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
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GEMINI THERAPEUTICS, INC.
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Date: February 5, 2021
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By:
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/s/ Jason Meyenburg
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Name: Jason Meyenburg
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Title: Chief Executive Officer
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2
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